LINKS ASSOCIATES, LTD.,
LEASE
THIS LEASE
Agreement made and entered into this 20 th day of September, 2005, by and between Links
Associates, Ltd., a Florida Limited Partnership, hereinafter
referred to as LANDLORD, address of which is 1345 Main St.
Suite C-2, Sarasota, Florida, 34236, it’s successors and
assigns; and First State Bank, hereinafter referred to as TENANT,
address of which is 22 South Links Ave. suite 100 Sarasota, Fl.
34236.
In consideration
of the rents and covenants herein stipulated to be paid and
performed by Tenant and upon the terms and conditions herein
specified, Tenant takes from Landlord the following described
premises (the PREMISES):
Approximately 5283
square feet of Gross Rentable Area, as such term is defined below,
located on the 2 nd floor, known as Suite 200 located at 22
South Links Avenue, Sarasota, Florida 34236, as shown on exhibit A,
attached hereto and made a part hereof, (The Property). Total gross
rentable area is deemed to be approximately 5283, square
feet.
(a) ADDITIONAL RENT: all amounts which this
Lease requires Tenant to pay in addition to Base Monthly
Rent.
(b) BUILDING: Entire building that the
premises is contained in Square footage of building is estimated to
be 21,900 square feet.
(c) BUILDING/PROJECT COMMON AREA EXPENSES:
An amount of money equal to the product obtained by multiplying the
Common Area Operating Expenses by a fraction, the numerator of
which is the rentable area of the premises and the denominator of
which is the rentable area of the Project.
(d) BUILDING/PROJECT OPERATING EXPENSES:
Any and all reasonable and customary costs and expenses paid or
incurred by Landlord in the operation, maintenance, servicing and
management of the Building, including without limiting the
generality of the foregoing, all utilities and water and sewer
charges, grounds maintenance, air conditioning repair and
maintenance, telephone, security, pest control, building cleaning,
painting, supplies, maintaining, repairing and replacing the
building roof and building systems equipment, parking lot
maintenance and resurfacing, administration expenses, insurance,
personal property taxes, real estate taxes, garbage and trash
collection and such other miscellaneous items as Landlord may
determine to be necessary.
(e) COMMON
AREA: All those interior and exterior portions of the Project as
may be designated from time to time by Landlord for use in common
by Tenants of the Project and their employees, guests, customers or
prospective customers, agents or invitees.
(f) COMMON
AREA OPERATING EXPENSES: Any and all reasonable customary costs and
expenses paid or incurred by Landlord in the operation,
maintenance; servicing and management of the Common Area,
including, without limiting the generality of the foregoing,
utilities and water and sewer charges, grounds maintenance, air
conditioning repair and maintenance, telephone, security, pest
control, building cleaning, painting, supplies, maintaining,
repairing and replacing the building, roof and building systems
equipment, parking lot maintenance and resurfacing, rent loss
insurance, management fees, professional fees and expenses,
administration expenses, insurance, personal property taxes, real
estate taxes assessed against the common areas of the project,
garbage and trash collection and such other miscellaneous items as
Landlord may determine to be necessary, including a contingency
charge.
(g) LEASE:
This office Lease (including Rider and Exhibits) as it may be
amended from time to time.
(h) LEASE
YEAR: A period of twelve (12) consecutive calendar months,
measured from the Commencement Date, or the anniversary thereof:
except that if the Commencement Date does not occur on the first
day of a month, then the period of twelve (12) consecutive
months measured from the first day (or the anniversary thereof) of
the first full month immediately following the Commencement
Date.
(i) PROJECT: The land and rights with all
improvements located thereon.
(j) RENT:
The Base Rent and Additional Rent.
(k) TAX
YEAR: Means the twelve-month period commencing on January 1
immediately proceeding the Commencement Date and each twelve-month
period thereafter during the Lease Term, or if the appropriate
governmental tax fiscal period shall begin on any date other than
January 1, such other date.
(l) TENANT’S PERCENTAGE SHARE: Shall
be determined from time to time by Landlord by dividing the
Rentable Area of the Premises by the Rentable Area of the
project.
Tenant may use the
Premises for the operation of an Banking and related office uses or
other purpose Landlord may approve in writing, in advance, but for
no other purpose. Landlord reserves the right to approve or deny
any other use, to be determined in Landlord’s sole
discretion. Tenant shall, at all times, conduct its business in a
high grade and reputable manner and in conformity with all
applicable state, municipal or other regulatory body having
jurisdiction over the Tenant, and shall not commit waste or create
a nuisance on the Premises. Tenant will conform to the Declaration
of Condominium, as well as any rules and regulations incident
thereto. The Tenant shall operate its business under the name of
First State Bank.
Subject to the
terms, covenants, agreements and conditions contained herein,
Tenant shall have and hold the Premises for a term of three
(5) years, commencing on January 1, 2006 and terminating
December 31, 2010. There shall be no delay in the commencement
of the term of this Lease or payment of rent as provided where
Tenant fails to occupy the Premises when same are substantially
complete and available for Tenant’s use. The term shall
commence on the following date (hereinafter the “commencement
date”):
January 1,
2006*. *Tenant shall commence paying base and additional rent on
the earlier to occur: The date Tenant occupies the premises or
January 1, 2006.
Tenant covenants
to pay Landlord Base Rent, as that term is defined in this Section
4, which is due and payable upon Tenant’s execution of this
Lease as follows; the Base Rent shall be computed at a rate of One
Hundred and Twelve Thousand Fifty-Two 43/100 Dollars ($112,052.43)
annually equally divided into Twelve monthly installments of Nine
Thousand Three Hundred Thirty-Seven Dollars and 70/100 ($9,337.70).
The Base Rent shall be due and payable in advance of the 1st day of
each month, without any offset or deduction, at the office of
Landlord or elsewhere as designated by Landlord’s written
notice to Tenant.
A. It is
understood that this Lease is a triple net Lease. Tenant is
responsible for its proportionate share of common area maintenance,
real estate taxes and insurance. It is estimated that these
expenses will be approximately Two Thousand Three Hundred
Twenty-Four Dollars and 52/100 ($2,324.52) per month during the
first year of the Lease. Future adjustments are defined in this
Lease Agreement. Items included in common area expenses but are not
limited to: management fees, liability and casualty insurance,
Landscaping, cleaning, electricity for common areas, fire
protection, monitoring, elevator expenses and other expenses that
are necessary in order to keep a building of this type in good
working condition.
B.
Allocation of Operating Expenses: Tenant shall pay as
Additional Rent Tenant’s Percentage Share of Project
Operating Expenses and Project Common Area Expenses. On an annual
basis and from time to time, as described herein, Landlord shall
advise Tenant of the estimated Tenant’s Percentage Share of
Project Operating Expenses and Project Common Area Expenses for the
next relative period. Tenant shall pay in advance in monthly
installments the estimated Tenant’s Percentage Share of
Operating Expenses and Common Area Expenses. Tenant shall also pay
Tenant’s Percentage Share of adjustments to the actual
Operating Expenses and actual Common Area Expenses on a quarterly
or annual basis (as more fully described below) at Landlord’s
option.
At any time
during the Lease Term, but no later than ten (10) days before
the date a rental payment is due, Landlord may deliver to Tenant a
written estimate of any increase in Tenant’s Percentage Share
of Operating Expenses and Common Area Expenses which may be
reasonably anticipated pursuant to this Section 5.1. Tenant
shall pay to Landlord the amount of any such estimated increase in
equal monthly installments no later than the first day of each
month for such full or partial calendar year for which the estimate
was made.
Statements
showing Tenant’s Percentage Share of the actual Operating
Expenses and actual Common Area Expenses shall be prepared in
reasonable detail and according to Generally Accepted Accounting
Principles. Said statements shall be known as “Statements of
Actual Adjustment”. Landlord shall deliver such a Statement
of Actual Adjustment to Tenant within one hundred twenty
(120) days after the end of any calendar year in which
additional charges were paid by Tenant under the provisions of this
Section 5.1 or, at the option of Landlord, within forty-five
(45) days after the expiration of each calendar quarter. Any
delays in notifying tenant of such charges shall not waive
tenant’s obligation to pay any charges due.
Within fifteen
(15) days after Landlord delivers to Tenant such Statement of
Actual Adjustment, Tenant shall pay to Landlord the amount of any
additional charges shown as being due and unpaid on such Statement.
If such Statement of Actual Adjustment shows that Tenant paid to
Landlord an aggregate amount in excess of the additional charges
due for the preceding calendar year, and Tenant is not then in
default under this Lease, Landlord shall credit the amount of
overpayment against subsequent obligations of Tenant, or shall pay
such excess to Tenant in cash if no further payments are due from
Tenant hereunder.
If the Lease
Term begins on a day other than the first day of a calendar year,
or if the Lease Term terminated on a day other than the last day of
a calendar year, the amount shown as due by Tenant on the Statement
of Actual Adjustment will reflect a proration based on the
proportion that the number of days this Lease was in effect during
such calendar year bears to three hundred sixty days
(360).
C. As used
herein, the term “Taxes” shall mean all real property
taxes, rental sate tax, assessments, general or specific (whether
commenced or completed during the Lease Term), ad valorem or non ad
valorem taxes specific or otherwise levied or imposed by any
governmental authority on the land, building or improvements of the
Project, or the furniture, fixtures or equipment used to operate
the Project; and also any tax or excise in addition thereto or in
substitution thereof levied by any governmental authority or in
respect of, or by reason of, ownership or operation of the land,
building or improvements of the Project, and incurred by Landlord;
and any water charges and sewer rents which may be assessed,
levied, confirmed or imposed on or in respect of the land, building
or improvements of the Project. Taxes, as the term is used in this
Lease, shall not include income, excess profits, franchise, capital
stock, inheritance and transfer taxes and license, inspection and
permit fees except that taxes or governmental impositions later
imposed, including any taxes or governmental imposition on gross or
net profits, income or revenues of Landlord from the operation of
the land, improvements or building of the Project or from the
Premises or this Lease, in substitution for or of a character
substantially similar to what are presently known as real estate
taxes shall be included in Taxes as defined herein. The real estate
taxes in question are those assessed against the Condominium Unit
of which the premises are a part, as well as it proportionate share
of common area.
D. Landlord
shall pay all Taxes levied against the Project. Notwithstanding the
foregoing, Tenant shall pay to Landlord as Additional Rent
Tenant’s Proportionate Share of Taxes payable by Landlord
with respect to the project. Tenant’s Proportionate Share of
Taxes shall be determined by multiplying Taxes by Tenant’s
proportionate Share (“Tenant’s Proportionate Share of
Taxes”).
E.
Tenant’s estimated payments of Tenant’s Proportionate
Share of Taxes shall be made monthly at the time and in the manner
provided in this Lease for the payment of Base Monthly Rent.
Landlord shall estimate and determine from time to time the amount
of Tenant’s payment of Tenant’s Proportionate Share of
Taxes so that, together with other tenants’ estimated tax
payments, Landlord will have sufficient funds available to pay all
Taxes at least ten (10) days before such payments would
otherwise be due. Promptly after Landlord’s receipt of bills
for such Taxes, Landlord shall advise Tenant of the amounts of such
bills, the total of the Taxes, and Tenant’s Proportionate
Share of such Taxes, and shall provide to Tenant copies of all such
bills for Taxes. The Tenant is paying real estate taxes against its
Condominium Unit (second and/or third floor as the taxing agency
may designate from time to time) based upon the proportion of
rentable square footage that the premises bear to the total second
and/or third floor space (as the taxing agency may designate from
time to time). Any delay in notifications regarding herein shall
not waive Tenant’s obligations to pay any amounts due to
Landlord. Landlord’s calculation of taxes shall be based on
the lowest discounted amount available.
If estimated
payments made by Tenant for any Tax Year exceed the required
payments as calculated by Landlord for such Tax Year, or
if
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Landlord
successfully contests the Taxes and receives a refund, Landlord
shall pay such excess portion of the refund in cash to Tenant if
the Lease Term has ended and Tenant has no further obligation to
Landlord. If Landlord’s required payments for such Tax Year
are greater than the estimated payments made by Tenant for such Tax
Year, Tenant shall pay such difference to Landlord within thirty
(30) days after being so advised.
5.
Additional Rent, Sales Tax
A. All taxes,
charges, costs and expenses payable by Tenant hereunder, together
with all interests and penalties that may accrue thereon in the
event Tenant fails to pay those items, and all other damages,
costs, expenses and sums that Landlord may suffer or incur, or that
may become due, by reason of any default of Tenant or failure by
Tenant to comply with the terms and conditions of this Lease shall
be deemed to be additional rent, and shall be due and payable
consistent with the terms for payment of Base Rent. In the event of
nonpayment, Landlord shall have a Landlord’s lien herein
provided for failure to pay rent. Common area charges, real estate
taxes, and insurance are considered additional rent. Tenant shall
pay its own tangible tax on personal property and leasehold
improvements.
B. All State of
Florida sales tax, tax on rentals and any other charge or tax
imposed on the privilege of renting which may be required by law
shall be paid by the Tenant to the Landlord on a monthly basis in
addition to the monthly base rental payments. This amount shall not
include taxes based on Landlord’s net income. It is the
intention of the parties that the monthly base rent referenced in
Section 4 herein is net rental, and the Landlord shall receive
the same, free from all sales taxes, that are due from
Tenant.
Tenant,
concurrently with the execution of this Lease, has deposited with
Landlord the sum of Zero Dollars and 00/100 ($00,000.00), the
receipt of which is hereby acknowledged by Landlord, which sum
shall be retained by Landlord as security for the payment by Tenant
of the rents and all other payments herein agreed to be paid by
Tenant and for the faithful performance by Tenant of the terms,
provisions, covenants and conditions of this Lease. It is agreed
that Landlord, at its option, may at the time of any default by
Tenant under any terms, provisions, covenant or conditions of this
Lease apply the Security Deposit or any part thereof towards the
payment of rent and all other sums payable by Tenant under this
Lease and towards the performance of each and every one of the
Tenant’s covenants under this Lease. For all sums of the
Security Deposit which are not utilized by Landlord for the
purposes set forth in this Section, Landlord shall return such
balance of the Security Deposit to tenant within thirty
(30) days of the expiration of this Lease Term. Landlord has
no obligation to pay Tenant any interest on the Security Deposit.
The Tenant is required to replenish the security deposit in the
event that the Landlord must utilize any parts of the security
deposit to cure defaults of the Tenant
7.
Adjustment to Base Rent The base rent shall be increased by
3% each year during any option terms of the Lease.
Paragraphs A-D do
not apply
A. Commencing
on the first anniversary of this Lease and annually thereafter
including any option periods, the annual Base Rent shall be
adjusted in accordance with fluctuations of the Consumer Price
Index which is published by the Bureau of Labor Statistics of the
United States Department of Labor. The Index which applies to the
“All Item” category for the U.S. City Average for Urban
Wage Owners, Earners and Clerical Workers (the “CPI”)
shall be used. The annual Base Rent shall be adjusted as
follows:
1. The
Annualized CPI for the month which is three months preceding the
anniversary month of the commencement of this Lease shall be
designated the Comparison Index; and = Adjusted Annual
Increase
2. The
calculation of the adjusted annual Base Rent shall be as
follows:
Annual Base x Comparison Index = Adjusted Annual
Increase
B. Landlord
shall notify Tenant of the adjustment to the Base Rent which is
payable in accordance with this Section. Tenant shall pay such
adjusted Base Rent, together with all other rentals, taxes and
costs payable hereunder on the first day of each and every month
thereafter.
C. Application
of the adjustment to Bate Rent according to fluctuations in the CPI
shall never operate to reduce the rent payable hereunder. The CPI
increase shall not be less than three percent (3%) in any one
year.
D. Should the
CPI cease to be published or be adjusted to any unit of measure by
the government, Landlord shall substitute a similar index which is
intended to indicate fluctuations in the purchasing power of a
United States dollar and which is published by the United States
Department of Labor and other similar index.
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E. Should
Landlord delay in notification of a rental adjustment, said
adjustment shall be retroactive to the date such adjustment should
have occurred hereunder.
8.
Improvements and Alterations; Signage
A. Landlord
shall deliver the Premises to Tenant in “as is”
condition.
B. Landlord
shall provide $7,500.* as a build-out allowance for the
Tenant’s improvement of its premises. If the cost to improve
Tenants premises exceeds the allowance, the Tenant shall pay any
excess costs directly to the general contractor for building out
Tenant’s premises. The build-out of the premises shall be
based on the detailed working drawings approved by Landlord and
Tenant. *A not to exceed cost, pays only actual paint and carpet
expense, to be deducted from Base Rent.
C. Tenant shall
make any additional alterations, additions and improvements to the
space which are in accordance with detailed working drawings and
specifications describing such work which have been submitted in
advance to Landlord, only when approved in such drawings and
specifications to Tenant in writing within fifteen (15) days after
their receipt by Landlord (the “improvements”). The
alterations, additions and improvements attached or made to the
Premises prior to the commencement of the term of the Lease or
during the term of this Lease may not be removed without physical
damage to the Premises and shall become and be Landlord’s
property and, unless Landlord otherwise elects, shall be and remain
part of the Premises as or the expiration to earlier termination of
the Term.
D. Construction
of any Improvements may be made only by a licensed, bonded and
insured contractor who has been approved, in writing, by Landlord
which approval shall not be unreasonably withheld. Tenant agrees
that construction of the Improvements shall be performed diligently
and in a good and workmanlike manner and shall be expeditiously
completed in compliance with all applicable laws, ordinances,
orders, rules, regulations and requirements. All work done in
connection with the Improvements shall comply with all requirements
of insurance policies maintained by Landlord, copies of which
policies shall be available for inspection by Tenant.
E. In order to
comply with the provisions of Section 713.10, Florida
Statutes, it is specifically provided that neither Tenant nor
anyone claiming by, through or under Tenant, including, but not
limited to, contractors, subcontractors, materialmen,
mechanics’ or materialmen’s liens of any kind
whatsoever upon the Demised Premises or improvements thereon, any
such liens are hereby specifically prohibited. All parties with
whom Tenant may deal are put on notice that Tenant has no power to
subject Landlord’s interest to any mechanic’s or
materialmen’s lien of any kind or character, and all such,
persons so dealing with Tenant must look solely to the credit of
Tenant, and not to Landlord’s interest or assets.
F. Tenant shall
maintain the Improvements in a first class manner during the term
of the Lease and shall be responsible for any and all damage to the
Premises, the Building Areas, the fixtures, appurtenances and
equipment of Landlord, or the Building caused by the installation,
or removal of the Improvements or Tenant’s Property as
defined in Section 9 below. All provisions of this Section are
applicable to any modifications or additions thereto.
G. Tenant shall
not have the right to construct, erect, place, put, paint, maintain
or control on the demised premises any exterior sign or signs,
without first obtaining the written consent and approval of the
same from the Landlord, and on obtaining such sign or signs must
comply with all rules, regulations, laws, statutes and ordinances
and/or applicable governmental authorities, and must be erected and
maintained so as to not cause damage to the building which is
situated on the demised premises. Tenant agrees to install all
signs in conformance with applicable government regulations and to
keep the same in a good state of repair and save Landlord harmless
from any damages. Upper floor locations may be allowed to post
signage on the monument sign at Tenants sole cost and expense,
after receiving written approval from Landlord.
Subject to the
provisions of this section, Tenant may place office fixtures,
furnishings, furniture and equipment (“Tenant’s
Property”) in the Premises. Tenant shall not place a load
upon any floor of the Premises exceeding 50 pounds per square foot
unless Landlord authorizes reasonable amounts exceeding this
capacity in writing. Business machines and mechanical equipment and
Tenant’s other personal property shall be placed and
maintained by Tenant, at its expense, in settings sufficient to
absorb and prevent vibration, noise and annoyance.
Tenant
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covenants and
agrees that all Tenant’s Property of every kind, nature and
description which may be in or upon the premises or Building, or in
the Building Areas during the term hereof, shall be at the sole
risk of Tenant. Tenant hereby indemnifies Landlord and holds it
harmless from and against any liability, loss, injury, claims or
suit resulting directly or indirectly therefrom except as may be
caused by Landlord’s gross negligence or willful
misconduct.
10.
Maintenance and Repair of the Premises
Tenant shall, at
its sole cos
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